| Significant Accounting Policies | Note
2 - Significant Accounting Policies Basis
of Presentation The
accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form
10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in unaudited condensed
financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities
and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and
footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The interim
results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year
ending December 31, 2022 or for any future interim periods. The accompanying unaudited condensed financial statements should be read
in conjunction with the Company’s audited financial statements and notes thereto included in the Form 10-K annual report filed
by the Company with the SEC on April 14, 2022. Emerging
Growth Company Status The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities
Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage
of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth
companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the
Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden
parachute payments not previously approved. Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting
standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do
not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of
such extended transition period which means that when a standard is issued or revised and it has different application dates for public
or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies
adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used. Use
of Estimates The
preparation of the unaudited condensed financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited
condensed financial statements. Making estimates requires management to exercise significant judgement. It is at least reasonably possible
that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed
financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future
confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash
and Cash Equivalents The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021. Cash
and Investment Held in Trust Account At
September 30, 2022 and December 31, 2021, substantially all of the assets held in the Trust Account were held in money market funds and
U.S. Treasury securities, respectively. All of the Company’s investments held in the Trust Account are classified as trading securities.
Trading securities are presented on the balance sheet at fair value at the end of each reporting period. Gains and losses resulting from
the change in fair value of investments held in Trust Account are included in interest earned on marketable securities held in Trust
Account in the accompanying condensed statements of operations. The estimated fair values of investments held in Trust Account are determined
using available market information. The Company has not withdrawn any amounts from the Trust Account. As
of September 30, 2022, investments in the Company’s Trust Account consisted of $ 88,073,560 496 87,549,787 88,073,560 Schedule of Fair Value of Maturity Securities
Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of September 30, 2022
Money Market $ 88,073,560 $ — $ — $ 88,073,560
$ 88,073,560 $ — $ — $ 88,073,560
Amortized Cost and Carrying Value Gross Unrealized Gains Gross Unrealized Losses Fair Value as of December 31, 2021
Cash $ 496 $ — $ — $ 496
U.S. Treasury Securities 87,549,787 1,941 — 87,551,728
$ 87,550,283 $ 1,941 $ — $ 87,552,224 A
decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment
that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for
the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability
and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment
is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the
severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the
general market condition in the geographic area or industry the investee operates in. Premiums
and discounts are amortized or accreted over the life of the related held-to maturity security as an adjustment to yield using the effective-interest
method. Such amortization and accretion are included in the “interest income” line item in the statements of operations.
Interest income is recognized when earned. Offering
Costs associated with the Initial Public Offering The
Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and
other costs incurred through the IPO that were directly related to the Public Offering. Offering costs amounted to $ 5,174,429 Fair
Value of Financial Instruments The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the accompanying balance sheets primarily due to their short-term
nature. Common
Stock Subject to Possible Redemption The
Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing
Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and measured
at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the
control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control)
is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s
Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject
to the occurrence of uncertain future events. Accordingly, all shares of Class A common stock subject to possible redemption are presented
at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets. The
Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to
equal the redemption value at the end of each reporting period. The following table represents Class A Common stock subject to redemption
at September 30, 2022 and December 31, 2021. Schedule of Class A Common Stock Subject to Redemption
Gross proceeds $ 86,250,000
Less: Proceeds Allocated to Public Warrants (9,832,500 )
Less: Class A Common stock issuance costs (4,565,548 )
Remeasurement of carrying value to redemption value 15,691,798
Class A Common stock subject to possible redemption, December 31, 2021 $ 87,543,750
Remeasurement of carrying value to redemption value 159,572
Class A Common stock subject to possible redemption, September 30, 2022 $ 87,703,322 Warrants The
Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s
specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”)
and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements
for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether
the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control,
among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the
time warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For
issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all of the criteria for equity
classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet
date thereafter. The Company accounts for its outstanding warrants as equity-classified instruments. Net
Income (Loss) Per Common Stock The
Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net income
(loss) per common stock is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding
during the period, excluding common stock subject to forfeiture. At September 30, 2022 and December 31, 2021, the Company did not have
any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the
earnings of the Company. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase
an aggregate of 13,143,750 The
table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share
for each class of common stock. Schedule of Earnings (Loss) Per Share
Three
Months Ended September 30,
2022 2021
Class A (redeemable) Class B (non-redeemable) Class A (redeemable) Class B (non-redeemable)
Basic
and diluted net income (loss) per share:
Numerator:
Allocation
of net income (loss) $ 70,404 $ 17,601 $ — $ (24 )
Denominator:
Weighted-average
shares Outstanding 8,625,000 2,156,250 — 1,875,000
Basic
and diluted net income (loss) per share $ 0.01 $ 0.01 $ — $ (0.00 ) For
the three months ended September 30, 2021, Class B common stock excluded 281,250
Nine
Months Ended September 30, For the period from February 11, 2021 (inception) through September 30,
2022 2021
Class A (redeemable) Class B (non-redeemable) Class A (redeemable) Class B (non-redeemable)
Basic
and diluted net loss per share:
Numerator:
Allocation
of net loss $ (237,313
) $ (59,328
) $ — $ (582 )
Denominator:
Weighted-average
shares Outstanding 8,625,000 2,156,250 — 1,875,000
Basic
and diluted net loss per share $ (0.03 ) $ (0.03 ) $ — $ (0.00 ) For
the period from February 11, 2021 (inception) through September 30, 2021, Class B common stock excluded 281,250 Income
Taxes The Company accounts for income
taxes under ASC Topic 740, “Income Taxes.” ASC Topic 740, Income Taxes, requires the recognition of deferred tax assets and
liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and
liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC Topic 740 additionally
requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not
be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance recorded
against it. While ASC 740 identifies usage
of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current
period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential
impact of the timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The
Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If
an entity is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable
estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item
is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual
elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable
income (loss) and associated income tax provision based on actual results through September 30, 2022. The Company’s effective tax
rate was 32.67 0 16.82 0 21 ASC Topic 740 also clarifies
the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities.
ASC Topic 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure
and transition. The Company recognizes accrued
interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of September 30, 2022 and December 31, 2021. The Company is currently not aware of any issues under
review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major”
tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include
questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state
tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over
the next twelve months. Concentration
of Credit Risk Financial
instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal depository insurance coverage of $ 250,000 Recent
Accounting Pronouncements The
Company’s management does not believe that any recently issued, but not effective, accounting standards, if currently adopted,
would have a material effect on the accompanying financial statements. |
